Form 8-K

8-K — CODEXIS, INC.

Accession: 0001193125-26-211956

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001200375

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d112205d8k.htm (Primary)

EX-99.1 (d112205dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34705

71-0872999

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

(650) 421-8100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.0001 per share

CDXS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 7, 2026, Codexis, Inc. announced its financial results for the quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press release dated May 7, 2026 relating to the financial results for the quarter ended March 31, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CODEXIS, INC.

Date: May 7, 2026

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer and Chief Business Officer

EX-99.1

Filename: d112205dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Codexis Reports First Quarter 2026 Financial Results

Reports revenue of $15.2 million for the first quarter, company reiterates full-year financial guidance

Three presentations at upcoming TIDES USA annual meeting to feature new data for ECO Synthesis manufacturing platform capabilities

REDWOOD CITY, Calif., May 7, 2026 — Codexis, Inc. (NASDAQ: CDXS), a leading provider of enzymatic solutions for efficient and

scalable manufacturing of complex therapeutics, today announced financial results for the first quarter ended March 31, 2026, and provided a business update.

“Next week Codexis will present new data at the TIDES USA annual meeting demonstrating how the ECO Synthesis® Manufacturing Platform enables control over phosphorothioate stereochemistry. Defined stereochemistry confers overall improved product quality and has the potential to deliver increased potency,

a step beyond conventional manufacturing technologies,” said Alison Moore, PhD, President and Chief Executive Officer of Codexis. “We finished the first quarter in a strong financial position with $65.1 million in cash, which we

believe remains on track to fund anticipated operations through the end of 2027.”

First Quarter and Recent Business Highlights

•

Received ISO 9001 certification of our in-house manufacturing suite and

successfully completed a pharmaceutical partner audit in support of future commercial products.

•

Supported the production of a pharma biocatalysis product which, following successful Phase 3 data, received FDA

approval, resulting in a total portfolio of enzymes supporting 13 licensed branded pharmaceutical products.

•

Agreed to supply 50g of siRNA using the ECO Synthesis manufacturing platform to enable pre-IND studies.

•

Achieved successful development milestones of significant ECO Synthesis manufacturing platform capability,

enabling siRNA of superior quality.

Upcoming Milestones

•

Codexis will host three presentations at the 2026 TIDES USA annual meeting, taking place from May 11-14, 2026, in Boston. Presentations will (1) showcase enzyme-driven stereoisomer control of siRNA, (2) demonstrate the superior performance of Codexis ligase in

siRNA ligation reactions, and (3) discuss the metrics of improved sustainability of the ECO Synthesis manufacturing platform compared to Solid Phase Organic Synthesis.

Page

•

The Company expects to apply for a building permit during the second quarter for its ECO GMP Manufacturing Center

in preparation to commence retrofit construction during the second half of 2026. Full production capability is planned by the end of 2027.

•

Expand our relationships with our CDMO partners with a goal of commencing an additional strategic partnership by

the end of 2026.

•

Advance our partnerships with drug innovators toward clinical stage manufacturing agreements.

•

Seeking to sign a licensing deal with a major pharmaceutical company in the second half of 2026.

•

Continue our engagement with the FDA Emerging Technologies team to discuss ECO Synthesis-derived siRNA product

quality, stereoisomer control, and product comparability.

First Quarter 2026 Financial Highlights

•

Total revenues were $15.2 million for the first quarter of 2026 compared to $7.5 million in the first

quarter of 2025. The increase was primarily due to the recognition of an additional $6.3 million in revenue from the Merck Technology Transfer agreement which we executed during the fourth quarter of 2025.

•

Product gross margin was 71% for the first quarter of 2026 compared to 55% in the first quarter of 2025. The

increase in gross margin was largely due to a shift in sales toward more profitable products, and declines in less profitable, legacy products.

•

Research and Development expenses for the first quarter of 2026 were $11.4 million compared to

$12.9 million in the first quarter of 2025. The decrease was primarily due to lower allocable costs, partially offset by higher employee-related costs and higher use of outside services.

•

Selling, General & Administrative expenses for the first quarter of 2026 were $9.8 million compared

to $12.4 million in the first quarter of 2025. The decrease was primarily due to lower employee-related costs due to lower headcount, lower stock-based compensation expenses, and lower consultant fees and outside services.

•

The net loss for the first quarter of 2026 was $8.7 million, or $0.10 per share, compared to a net loss of

$20.7 million, or $0.25 per share, for the first quarter of 2025.

•

As of March 31, 2026, Codexis had $65.1 million in cash, cash equivalents, and short-term investments.

2026 Financial Guidance Reiterated

Codexis reiterated its full-year 2026 financial guidance as follows:

•

Total revenues are expected to be in the range of $72 million to $76 million.

•

Codexis expects that its existing cash, cash equivalents, and short-term investments will be sufficient to fund

its planned operations through the end of 2027.

Page

Conference Call and Webcast

Codexis will hold a conference call and webcast today beginning at 4:30 pm ET. A live webcast will be available on the Investors section of the Company website

at ir.codexis.com. The conference call dial-in numbers are 877-705-2976 for domestic callers and 201-689-8798 for international callers.

A telephone recording of the call will

be available for 48 hours beginning approximately two hours after the completion of the call by dialing 877-660-6853 for domestic callers or 201-612-7415 for international callers. Please use the passcode 13726635 to access the recording. A webcast replay will be available on the Investors section of the

Company website, beginning approximately two hours after the completion of the call.

About Codexis

Codexis® is a leading provider of enzymatic solutions for efficient and scalable therapeutics

manufacturing, leveraging its proprietary CodeEvolver® technology to discover, develop and enhance novel, high-performance enzymes. Codexis enzymes solve for real-world challenges

associated with small molecule pharmaceuticals manufacturing and nucleic acid synthesis. The Company is currently developing its proprietary ECO Synthesis manufacturing platform to enable the scaled manufacture of RNAi therapeutics through an

enzymatic route. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved efficiency in manufacturing, and greater sensitivity in genomic and diagnostic applications. For more

information, visit https://www.codexis.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,”

“contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,”

“plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “suggest,” “target,” “on track,” “will,” “would” and

other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. To the extent that statements contained in this press release are not descriptions of

historical facts; they are forward-looking statements reflecting the current beliefs and expectations of management. These forward-looking statements include, but are not limited to, statements regarding anticipated milestones, including product

launches, technical milestones, data releases and public announcements related thereto; Codexis’ ability to extend its cash runway through 2027; Codexis’ 2026 revenue guidance; the timing and completion of the retrofit construction of

Codexis’ GMP facility; Codexis’ ability to advance partnerships with drug innovators toward clinical stage manufacturing agreements; Codexis’ ability to expand relationships with CDMO partners and commence strategic partnerships;

Codexis’ ability to sign a licensing deal with a major pharmaceutical company; Codexis’ continued engagement with the FDA; and Codexis’ plan to make presentations at the 2026 TIDES USA Annual Meeting. You should not place undue

reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Codexis’ control and that could materially affect actual results. Factors that could

materially affect actual results include, among others: Codexis’ dependence on its licensees and collaborators and the risk that collaborators may terminate their development programs under their respective license agreements with Codexis;

Codexis’ dependence on a limited number of products and customers, and potential adverse effects to Codexis’ business if its customers’ products are not received well in the markets; Codexis’ ability to successfully develop

and

Page

commercialize new technology and products for its target markets, including its ECO Synthesis® manufacturing platform and dsRNA ligase;

the risk that competitors and potential competitors who have greater resources and experience than Codexis may develop products and technologies that make Codexis’ products and technologies obsolete; Codexis’ ability to advance

partnerships with drug innovators toward clinical stage manufacturing agreements and to establish strategic partnerships with CDMOs; the timing, cost and successful completion of the retrofit construction of Codexis’ GMP facility and the risk

that the facility may not achieve operational readiness on the anticipated timeline; the risk that the FDA or other regulatory authorities may not accept enzymatically synthesized oligonucleotides or that the regulatory pathway for ECO

Synthesis-derived products may be longer or more uncertain than anticipated; Codexis’ potential need for additional capital in the future in order to expand its business; Codexis’ ability to comply with debt covenants under its loan

facility; Codexis’ ability to accurately forecast financial and operational performance; the impact of market, political and economic conditions on Codexis’ business, financial condition and share price; and the impact of international

trade policies, including tariffs, sanctions and trade barriers, on Codexis’ business. Additional information about factors that could materially affect actual results can be found in Codexis’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 11, 2026, including under the caption “Risk Factors,” and in Codexis’ other periodic reports filed with the

SEC. Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law. Codexis’ results presented in this press release are not necessarily indicative of Codexis’ operating

results for any future periods.

For More Information

Investor Contact

Georgia Erbez

(650) 421-8100

ir@codexis.com

Page

Codexis, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In

Thousands, Except Per Share Amounts)

Three Months Ended March 31,

2026

2025

Revenues:

Product revenue

7,191

6,059

Research and development revenue

8,057

1,484

Total revenues

15,248

7,543

Costs and operating expenses:

Cost of product revenue

2,064

2,732

Research and development

11,448

12,942

Selling, general and administrative

9,779

12,355

Total costs and operating expenses

23,291

28,029

Loss from operations

(8,043

)

(20,486

)

Interest income

665

751

Interest and other expense, net

(1,290

)

(942

)

Loss before income taxes

(8,668

)

(20,677

)

Provision for income taxes

(36

)

(11

)

Net loss

(8,704

)

(20,688

)

Net loss per share, basic and diluted

(0.10

)

(0.25

)

Weighted average common stock shares used in computing net loss per share, basic and

diluted

90,768

82,410

Codexis, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In

Thousands)

Three Months Ended March 31,

2026

2025

Net loss

(8,704

)

(20,688

)

Other comprehensive loss:

Unrealized loss on

available-for-sale short-term investments, net of tax

(19

)

(38

)

Comprehensive loss

(8,723

)

(20,726

)

Page

Codexis, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In

Thousands)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

36,571

50,793

Restricted cash, current

425

478

Short-term investments

28,569

27,416

Financial assets:

Accounts receivable

6,777

8,757

Contract assets

441

492

Unbilled receivables

852

1,480

Total financial assets

8,070

10,729

Less: allowances

(43

)

(43

)

Total financial assets, net

8,027

10,686

Inventories

2,000

1,817

Prepaid expenses and other current assets

4,057

5,626

Total current assets

79,649

96,816

Restricted cash

1,612

Investment in non-marketable equity securities

2,498

Right-of-use

assets - Operating leases, net

29,566

30,501

Property and equipment, net

12,588

13,024

Goodwill

2,463

Other non-current assets

994

883

Total assets

129,370

147,797

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

2,127

1,554

Accrued compensation

5,359

11,042

Other accrued liabilities

3,196

2,768

Current portion of lease obligations - Operating leases

3,302

2,944

Deferred revenue

866

7,009

Total current liabilities

14,850

25,317

Deferred revenue, net of current portion

350

360

Long-term lease obligations - Operating leases

29,118

30,159

Long-term debt

40,483

40,105

Other long-term liabilities

1,335

1,327

Total liabilities

86,136

97,268

Stockholders’ equity:

Common stock

Additional paid-in capital

658,720

657,292

Accumulated other comprehensive income

(11

)

Accumulated deficit

(615,484

)

(606,780

)

Total stockholders’ equity

43,234

50,529

Total liabilities and stockholders’ equity

129,370

147,797

Page

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